7-YEAR MARKET-LINKED CERTIFICATES OF DEPOSIT LINKED …

$[_____] 7-YEAR MARKET-LINKED CERTIFICATES OF DEPOSIT LINKED TO THE MORNINGSTAR? ULTIMATE STOCKPICKERS TARGET VOLATILITY 7 INDEXSM due December 28, 2023

Preliminary Supplement Issued December 7, 2016 (Subject to Completion)

The final terms of the CDs will be determined on the Pricing Date and will be set forth in the final Supplement, which will be delivered to you after the Pricing Date.

INDICATIVE TERMS

CD SUMMARY

Issuer Reference Asset Deposit Amount Minimum Denominations Reference Index

Base Index

Redemption Proceeds at Maturity Interest Payment

Bank of the West, San Francisco, California The Reference Index described herein The face amount of the CD $1,000 and increments of $1,000 thereafter

The Morningstar? Ultimate Stock-Pickers Target Volatility 7 IndexSM (Bloomberg symbol "MSDIUSP7 Index ") The Morningstar? Ultimate Stock-Pickers IndexSM

The sum of the Deposit Amount and the Interest Payment, if any

The Deposit Amount multiplied by the product of (x) the Participation Rate and (y) the greater of (A) zero and (B) the Final Index Return

Participation Rate [130.00]% (to be set on the Pricing Date)

Final Index Return

The quotient, expressed as a percentage, of (x) the Final Index Level minus the Initial Index Level, divided by (y) the Initial Index Level

Final Index Level

The Closing Level (as defined below) of the Reference Index on the Valuation Date

Initial Index Level The Closing Level of the Reference Index on the Pricing Date

FDIC Insurance

The Deposit Amount, together with other deposits with the Bank held in the same right and capacity, is insured by the FDIC up to the applicable FDIC insurance limits

Calculation Agent

Bank of the West, San Francisco, California

CUSIP

06426XRU6

CD Series Number 380

Callable by Issuer

Inapplicable

Estimated Value

$[93.41 - 95.41] (to be set on the Pricing Date)

Placement Fee

Up to 4.475% of the Deposit Amount (up to $44.75 per $1,000.00 Deposit Amount)

REFERENCE INDEX KEY FACTS

? The Reference Index intends to represent a performance benchmark that (i) invests in the Base Index; (ii) algorithmically adjusts the leverage of its investment so as to decrease exposure in times of high volatility and increase exposure in times of low volatility in order to seek to maintain a constant target volatility of 7%; and (iii) is made with borrowed money funded at a synthetically rolling 3-Month USD LIBOR.

Our Market-linked Certificates of Deposit ("CDs") provide the ability to participate in any appreciation of the Reference Index over the term of the CDs.

Purchasers should be willing to receive no interest payments in exchange for the potential to receive a payment at maturity either in excess of the Deposit Amount or equal to the Deposit Amount with no additional return depending on the performance of the Reference Index.

Key Points

POTENTIAL INTEREST AT MATURITY: The CDs offer an opportunity to receive a single Interest Payment at maturity based upon the return on the Reference Index. Your participation in the appreciation of the Reference Index is limited by the Participation Rate, but your exposure to depreciation is limited as purchasers will receive at least the Deposit Amount at maturity.

DEPOSIT RETURN: Purchasers will receive a full return of their deposits at maturity.

FDIC INSURANCE: The CDs qualify for Federal Deposit Insurance Corporation ("FDIC") coverage generally up to $250,000 in the aggregate with other deposits held with the Bank in the same right and capacity. Payments for amounts in excess of statutory limits are subject to the credit risk of the Issuer.

TAX CONSEQUENCES: The CDs will be treated as "contingent payment debt instruments" for tax purposes. Please see page S-4 for more details.

Key Dates

Pricing Date: December 22, 2016

Issue Date:

December 28, 2016

?

The objective of the Base Index is to invest in up to 60 publicly listed equities that are among the most widely held and most purchased stocks of the 26 select investment

Valuation Date: December 22, 2023

managers followed by Morningstar referred to as the Morningstar Ultimate Stock- Maturity Date: December 28, 2023

Pickers. By using Morningstar's database of mutual fund portfolio holdings as well as

incorporating Morningstar's equity research, the Base Index is designed to invest in those stocks that are the most widely held, recently purchased and least sold by those particular managers. The Base Index is comprised of three sub-portfolios each containing 20 securities. As described in more detail below, each sub-portfolio is reconstituted quarterly, on a staggered schedule, such that one-third of the total index

Purchasing the CDs involves a number of risks. See "Risk Factors" in the Disclosure Statement and "Additional

membership is reset each month.

Risk Factors" in this

Supplement.

S-1 | Bank of the West Market-Linked CDs

$[_____] 7-YEAR MARKET-LINKED CERTIFICATES OF DEPOSIT LINKED TO THE MORNINGSTAR? ULTIMATE STOCK-PICKERS TARGET VOLATILITY 7 INDEXSM due December 28, 2023

ADDITIONAL TERMS SPECIFIC TO THE CDs

Bank of the West, San Francisco, California ("we," "us" or the "Bank") is offering the Market-Linked Certificates of Deposit (the "CDs") described in this Supplement. Payments on the CDs will be based in part on the performance of The Morningstar? Ultimate Stock-Pickers Target Volatility 7 IndexSM (the "Reference Index") over the term of the CDs. The CDs are not directly linked to any underlying securities.

The Reference Index is published by Morningstar, Inc. ("Morningstar," also referred to herein as the "Index Sponsor") and is developed and calculated by Morningstar, without regard to the CDs. The objective of the Reference Index is to provide variable exposure to the Morningstar? Ultimate Stock-Pickers IndexSM (the "Base Index"). The objective of the Base Index is to invest in up to 60 publicly listed equities (each, an "Index Component") which are among the most widely held and most purchased stocks of the 26 select investment managers followed by Morningstar.

For a more complete description of the Reference Index, see The Reference Index, beginning on page S-8.

REFERENCE INDEX INFORMATION: You may review information published by the Index Sponsor in respect of the Reference Index. The information about the Reference Index is published on the website of the Index Sponsor: . Morningstar determines and publishes the Closing Level (as defined below) of the Reference Index based, in part, on the change in price of the Index Components, which Morningstar determines to be among the most widely held and most purchased stocks of the select investment managers followed by Morningstar. The Closing Level of the Reference Index is reported by Bloomberg under the ticker symbol "MSDIUSP7 Index " and can be accessed on the Bloomberg website with the following link: .

Additional information about the Base Index and structuring exposure to it is available at the following websites: and

We are not responsible for any publication by the Index Sponsor of any information on the Reference Index. No information published by the Index Sponsor that refers to the Reference Index will be "incorporated by reference" herein or in the Disclosure Statement. None of the Bank or any of its affiliates will undertake to review the performance of the Reference Index during the term of the CDs, nor will any of them advise you of any information about the Reference Index that comes to the attention of any of them.

You should read this Supplement together with the Disclosure Statement (the "Disclosure Statement") dated May 31, 2016. This Supplement and the Disclosure Statement contain the terms of the CDs and supersede all prior or contemporaneous oral statements as well as any other written materials, including preliminary or indicative pricing terms.

TERMS OF ISSUANCE: The CDs will be offered by the Bank and sold by BNP Paribas Securities Corp. ("BNP Paribas Securities") and other brokers from December 7, 2016 through 2:00 p.m. New York time on December 22, 2016. The CDs will price on December 22, 2016, and be issued as of December 28, 2016. The CDs will be made available in minimum denominations of $1,000 and in $1,000 increments thereafter.

PAYMENTS AT MATURITY: The CDs will mature on December 28, 2023 (the "Maturity Date"), subject to adjustment due to a Market Disruption Event as described below. On the Maturity Date, you will receive the amount deposited in the CD (prior to any deduction of a placement fee amount or the application of any discount, the "Deposit Amount") plus any Interest Payment then due. Early withdrawal of the Deposit Amount is permitted only in the event of death or adjudication of incompetence of the beneficial owner of the CD. See "Additions and Withdrawals" on page 7 of the Disclosure Statement.

S-2 | Bank of the West Market-Linked CDs

INTEREST PAYMENT: The CDs will not pay periodic interest. A single Interest Payment will be made on the Maturity Date if the Final Index Return is greater than zero as of the Valuation Date. The "Final Index Return" for the Reference Index shall be the quotient, expressed as a percentage, of (1) the Closing Level of the Reference Index on the Valuation Date ("Final Index Level") minus the Closing Level of the Reference Index on the Pricing Date ("Initial Index Level"), divided by (2) the Initial Index Level. There is no minimum guaranteed interest on the CDs.

The "Valuation Date" will be the date indicated on the cover of this Supplement. If a Market Disruption Event occurs or is continuing on a Valuation Date, then we will determine the Final Index Level using the Closing Level on the immediately following Trading Day on which there is no Market Disruption Event.

However, if a Market Disruption Event occurs or is continuing on each of the five Trading Days following the originally scheduled Valuation Date, then (i) that fifth Trading Day will be deemed the Valuation Date and (ii) we will determine the Closing Level of the Reference Index based upon our good faith estimate of the Closing Level on that fifth Trading Day by referencing the Closing Level or other levels determined as set forth above using the thencurrent method for calculating the Reference Index.

The Interest Payment, if any, will be rescheduled to the third Trading Day following any rescheduled Valuation Date, but no additional interest will accrue or be payable as a result of the rescheduling.

The "Closing Level" for the Reference Index on any Trading Day means the closing level of the Reference Index as published by the Index Sponsor on that day.

The "Index Sponsor" means, in relation to the Reference Index, the corporation or other entity that is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to that Reference Index and that announces (directly or through an agent) the Closing Level of the Reference Index on a regular basis. The Index Sponsor for the Reference Index linked to the CDs is Morningstar.

A "Market Disruption Event" means the occurrence or existence of any of the following conditions with respect to the Reference Index that we, as Calculation Agent, determine in our sole discretion, exercised in good faith:

(i) The failure of the Index Sponsor to announce or publish the level (or the information necessary for determining the level) of the Reference Index, or any Successor Reference Index (as defined below), used to calculate the Closing Level; provided, that a discontinuance of publication of the Reference Index shall not constitute a Market Disruption Event if we have selected a Successor Reference Index as set forth under Consequences of Certain Market Disruption Events, beginning on page S-4.

(ii) The suspension, absence or limitation of trading in futures or options contracts relating to the Reference Index on their respective markets.

(iii) The termination, material suspension, material limitation, or material disruption in trading in Index Components constituting 20% or more, by weight, of the Reference Index on the Relevant Exchange. The "Relevant Exchange" for an Index Component means the primary exchange or market of trading for such Component.

(iv) The closure of the primary market for futures or options contracts relating to the Reference Index or Index Components constituting 20% or more, by weight, of the Reference Index on a Trading Day prior to the scheduled closing time of that market (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by the primary market at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such primary market on such Trading Day for such primary market and (ii) the submission deadline for orders to be entered into the Relevant Exchange system for execution at the close of trading on such Trading Day for such primary market.

(v) Any Trading Day on which (i) the primary markets for Index Components constituting 20% or more, by weight, of the Reference Index or (ii) the exchanges or quotation systems, if any, on which futures or options contracts on the Reference Index are traded, fails to open for trading during its regular trading session.

(vi) Any other event, if the Calculation Agent determines that the event interferes with our ability or the ability of any of our affiliates to unwind all or a portion of a hedge with respect to the CDs that we or our affiliates have effected or may effect as described under Hedging in the Disclosure Statement.

S-3 | Bank of the West Market-Linked CDs

A "Trading Day" is, with respect to the Reference Index, a day, as determined by us as Calculation Agent, on which the Relevant Exchanges with respect to each Index Component underlying the Reference Index are scheduled to be open for trading for their respective regular trading sessions.

CONSEQUENCES OF CERTAIN MARKET DISRUPTION EVENTS:

Discontinuance of a Reference Index; Alteration of calculation method: If the Index Sponsor discontinues the publication of the Reference Index, and a successor or substitute index is published that we, as Calculation Agent, determine in our sole discretion to be comparable to the discontinued Reference Index, then any subsequent Closing Level of the Reference Index will be determined by reference to the Closing Level of such successor index or substitute index (the "Successor Reference Index") on the Valuation Date. Upon any selection by us of a Successor Reference Index, we will promptly give notice to The Depository Trust Company ("DTC"). For a description of the role of the DTC with respect to the CDs, see Evidence of the CDs in the Disclosure Statement.

If the Index Sponsor discontinues the publication of the Reference Index prior to, and such discontinuance is continuing on, any Valuation Date and we determine that no Successor Reference Index is available at such time, then, on such Valuation Date, we will determine the Closing Level of such Reference Index. The Closing Level will be computed by us in accordance with the formula for and method of calculating the Reference Index last in effect prior to such discontinuance.

If a Successor Reference Index is selected or we calculate a Closing Level as a substitute for the Closing Level of the Reference Index, the Successor Reference Index or Closing Level will be used as a substitute for the Reference Index for all purposes, including for purposes of determining whether a Market Disruption Event exists.

If the method of calculating the Reference Index or a Successor Reference Index, or its Closing Level, is changed in a material respect, or if the Reference Index or a Successor Reference Index is in any other way modified so that such Reference Index or Successor Reference Index does not, in our opinion, fairly represent the level of the Reference Index or such Successor Reference Index had such changes or modifications not been made, then we will, at the close of trading of the Relevant Exchanges on which the Index Components with respect to such Reference Index or such Successor Reference Index are traded on any Valuation Date, make such calculations and adjustments as, in its good faith judgment, may be necessary in order to arrive at a closing level of an index comparable to such Reference Index or such Successor Reference Index, as the case may be, as if such changes or modifications had not been made. We will calculate the Closing Level of the Reference Index or such Successor Reference Index with reference to the Reference Index or such Successor Reference Index, as adjusted. Therefore, if the method of calculating the Reference Index or a Successor Reference Index is modified so that its closing level is a fraction of what it would have been if it had not been modified (e.g., due to a split in an index), then we will adjust the Reference Index in order to arrive at a level of the Reference Index or such Successor Reference Index as if it had not been modified (for example, as if such split had not occurred).

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following summary is a description of certain United States federal income tax consequences relating to the purchase, ownership and disposition of the CDs to U.S. Holders and Non-U.S. Holders (as those terms are defined in the accompanying Disclosure Statement under the caption "Certain U.S. Federal Income Tax Consequences") who purchase CDs from us on the issue date at their original issue price (as defined below). This discussion is for general information only and does not consider all aspects of federal income taxation that may be relevant to the purchase, ownership and disposition of CDs by a holder in light of such holder's personal circumstances. In particular, this discussion does not address the federal income tax consequences of ownership of CDs by depositors that do not hold the CDs as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"), or the federal income tax consequences to holders subject to special treatment under the federal income tax laws, such as:

? dealers in securities or foreign currency;

? traders that elect to mark their securities to market;

? tax-exempt depositors;

? partnerships and other entities treated as partnerships for U.S. federal income tax purposes;

? securities corporations and any depositors therein;

? United States expatriates;

S-4 | Bank of the West Market-Linked CDs

? regulated investment companies, real estate investment trusts, banks, thrifts, insurance companies or other financial institutions or financial services entities;

? persons that hold the CDs as a position in a straddle or as part of a synthetic security or hedge;

? U.S. Holders (as defined in the accompanying Disclosure Statement under the caption "Certain U.S. Federal Income Tax Consequences") that have a functional currency other than the U.S. dollar;

? controlled foreign corporations;

? passive foreign investment companies;

? foreign governments or international organizations, within the meaning of Section 892 of the Code; or

? retirement plans.

Holders subject to the special circumstances described above may be subject to tax rules that differ significantly from those summarized below. In addition, the tax treatment of a partner or owner of an entity that holds the CDs and is treated as a partnership for U.S. federal income tax purposes generally depends on the status and situs of the partner and the activities of the partnership. Partners of partnerships considering the purchase of CDs should consult their tax advisers.

This summary is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date of this Supplement, changes to any of which, subsequent to the date of this Supplement, may affect the tax consequences described herein. As the law applicable to the U.S. federal income taxation of instruments such as the CDs is technical and complex, the discussion below necessarily represents only a general summary. Moreover, Medicare tax on net investment income, the alternative minimum tax and the effects of any applicable state, local or foreign tax laws are not discussed. You should consult your tax adviser concerning the application of U.S. federal income and estate tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdictions.

Certain other tax consequences of ownership of the CDs are discussed in the accompanying Disclosure Statement under the caption "Certain U.S. Federal Income Tax Consequences." This summary supplements and, to the extent inconsistent, replaces the discussion under the caption "Certain U.S. Federal Income Tax Consequences" in the Disclosure Statement.

U.S. Holders

The CDs will be treated as "contingent payment debt instruments" for U.S. federal income tax purposes. Accordingly, the CDs will be subject to special rules that govern the tax treatment of debt obligations that are treated under applicable Treasury regulations (the "contingent payment debt regulations") as providing for contingent payments.

Pursuant to the contingent payment debt regulations, a U.S. Holder of a CD will be required to accrue interest income on the CD on a constant yield basis, based on a comparable yield, as described below, regardless of whether such holder uses the cash or accrual method of accounting for U.S. federal income tax purposes. Accordingly, a U.S. Holder generally will be required to include interest in income each year in excess of any stated interest payments actually received in that year, if any. No payments on a CD are "qualified stated interest" payments.

The contingent payment debt regulations provide that a U.S. Holder must accrue an amount of ordinary interest income, as original issue discount for U.S. federal income tax purposes, for each accrual period prior to and including the maturity date of a CD that equals the product of:

? the adjusted issue price (as defined below) of the CD as of the beginning of the accrual period,

? the comparable yield (as defined below) of the CD, adjusted for the length of the accrual period and

? the number of days during the accrual period that the U.S. Holder held the CD divided by the number of

? days in the accrual period.

The "adjusted issue price" of a CD will be its issue price, increased by any interest income previously accrued, determined without regard to any adjustments to interest accruals described below, and decreased by the projected amount of any payments (in accordance with the projected payment schedule described below) previously made with respect to the CD.

S-5 | Bank of the West Market-Linked CDs

The term ``comparable yield'' as used in the contingent payment debt regulations means the greater of (i) the annual yield we would pay, as of the issue date, on a fixed-rate, nonconvertible debt instrument with no contingent payments, but with terms and conditions otherwise comparable to those of the CDs, and (ii) the applicable federal rate (which is published monthly by the Internal Revenue Service (the "IRS")).

The contingent payment debt regulations require that we provide to U.S. Holders, solely for U.S. federal income tax purposes, a schedule of the projected amounts of payments (the "projected payment schedule") on the CDs. This schedule must produce a yield to maturity that equals the comparable yield.

The projected payment schedule contemplates a single payment of $1,151.19 per $1,000 principal amount of the CDs due at the Maturity Date, based on a comparable yield of 2.03%.

The following table sets forth the amount of interest that will be deemed to accrue during each year over the term of the CDs (per $1,000 principal amount).

Year 2016 2017 2018 2019 2020 2021 2022 2023

Adjusted Issue Price at Beginning of Period $1,000.00 $1,000.22 $1,020.52 $1,041.24 $1,062.38 $1,084.01 $1,106.02 $1,128.47

Interest Deemed to Accrue on the MLCDs

During the Period $0.22 $20.30 $20.72 $21.14 $21.63 $22.01 $22.45 $22.72

Total Interest Deemed to Have Accrued from Original Issue Date as

of End of Period $0.22 $20.52 $41.24 $62.38 $84.01

$106.02 $128.47 $151.19

The comparable yield and the projected payment schedule are not used for any purpose other than to determine a U.S. Holder's interest accruals and adjustments thereto in respect of the CDs for U.S. federal income tax purposes. They do not constitute a projection or representation by us regarding the actual amounts that will be paid on the CDs.

Adjustments to Interest Accruals on the CDs. If, during any taxable year, a U.S. Holder of a CD receives actual payments with respect to such CD that, in the aggregate, exceed the total amount of projected payments for that taxable year, the U.S. Holder will incur a ``net positive adjustment'' under the contingent payment debt regulations equal to the amount of such excess. The U.S. Holder will treat a net positive adjustment as additional interest income in that taxable year.

If a U.S. Holder receives in a taxable year actual payments with respect to the CD that, in the aggregate, are less than the amount of projected payments for that taxable year, the U.S. Holder will incur a ``net negative adjustment'' under the contingent payment debt regulations equal to the amount of such deficit. This net negative adjustment:

? will first reduce the U.S. Holder's interest income on the CD for that taxable year;

? to the extent of any excess, will give rise to an ordinary loss to the extent of the U.S. Holder's interest income on the CD during prior taxable years, reduced to the extent such interest was offset by prior net negative adjustments; and

? to the extent of any excess after the application of the previous two bullet points, will be carried forward as a negative adjustment to offset future interest income with respect to the CD or to reduce the amount realized on a sale, exchange or retirement of the CD.

A net negative adjustment is not subject to the two percent floor limitation on miscellaneous itemized deductions.

Sale, Exchange or Retirement of the CDs. Generally, the sale, exchange or retirement of a CD will result in taxable gain or loss to a U.S. Holder. The amount of gain or loss on a sale, exchange or retirement of a CD will be equal to the difference between (a) the amount of cash plus the fair market value of any other property received by the U.S. Holder (the "amount realized"), and (b) the U.S. Holder's adjusted tax basis in the CD. As discussed above, to the extent that a U.S. Holder has any net negative adjustment carryforward, the U.S. Holder may use such net negative adjustment from a previous year to reduce the amount realized on the sale, exchange or retirement of the CD.

S-6 | Bank of the West Market-Linked CDs

For purposes of determining the amount realized on the scheduled retirement of a CD, a U.S. Holder will be treated as receiving the projected amount of any contingent payment due at maturity. As previously discussed, to the extent that actual payments with respect to the CD during the year of the scheduled retirement are greater or lesser than the projected payments for such year, a U.S. Holder will incur a net positive or negative adjustment, resulting in additional ordinary income or loss, as the case may be.

A U.S. Holder's adjusted tax basis in a CD generally will be equal to the U.S. Holder's original purchase price for the CD, increased by any interest income previously accrued by the U.S. Holder (determined without regard to any adjustments to interest accruals described above) and decreased by the amount of any projected payments that previously have been scheduled to be made in respect of the CD (without regard to the actual amount paid).

Gain recognized by a U.S. Holder upon a sale, exchange or retirement of a CD generally will be treated as ordinary interest income. Any loss will be ordinary loss to the extent of the excess of previous interest inclusions over the total net negative adjustments previously taken into account as ordinary losses in respect of the CD, and thereafter capital loss (which will be long-term if the CD has been held for more than one year). The deductibility of capital losses is subject to limitations.

If a U.S. Holder recognizes a loss upon a sale or other disposition of a CD and such loss is above certain thresholds, then the holder may be required to file a disclosure statement with the IRS. U.S. Holders should consult their tax advisers regarding this and certain other potentially applicable reporting obligations. Non-U.S. Holders

Provided that amounts received by a Non-U.S. Holder with respect to a CD are not effectively connected with a U.S. trade or business conducted by such Non-U.S. Holder (as described in the accompanying Disclosure Statement under the caption "Certain U.S. Federal Income Tax ConsequencesTax Consequences to Non-U.S. Holders"), such Non-U.S. Holder will not include in gross income for U.S. federal income tax purpose any amounts with respect to such CD until such Non-U.S. Holder receives a payment at maturity or with respect to a sale or exchange of such CD. The amount of any such payment that exceeds the Non-U.S. Holder's adjusted tax basis for the CD will be treated as ordinary interest income and generally will not be subject to U.S. federal income or withholding tax if the U.S. Holder satisfies the requirements to receive payments of principal and interest (including original issue discount) on a CD free of U.S. federal income or withholding tax, as set forth in the accompanying Disclosure Statement under the caption "Certain U.S. Federal Income Tax ConsequencesTax Consequences to Non-U.S. Holders." However, under Section 871(m) of the Code and applicable Treasury Regulations, that portion of the payment that is attributable to dividend payments on the securities reflected in the Reference Asset may be subject to 30% U.S. withholding tax (or a reduced rate under an applicable tax treaty). Under applicable Treasury Regulations, such withholding tax generally will not be applicable to instruments like the CDs issued prior to January 1, 2017. Non-U.S. Holders should, however, consult their tax advisors about the potential application of this 30% withholding tax.

S-7 | Bank of the West Market-Linked CDs

THE REFERENCE INDEX

General

We have derived substantially all of the information contained in this Supplement regarding the Reference Index, including without limitation its make-up, method of calculation and changes in its components, from publicly available information prepared by Morningstar. Further information regarding the Reference Index can be obtained at . We have not independently verified any of the information regarding the Reference Index contained herein or on Morningstar's website. Information on Morningstar's website is not part of or incorporated by reference in this Supplement or the Disclosure Statement. Such information reflects the policies of, and is subject to change by, Morningstar, the publisher of the Reference Index. The Reference Index is reported by Bloomberg under the ticker symbol "MSDIUSP7 Index ". Purchasers of the CDs should make their own investigation into the Reference Index. Morningstar has no obligation to continue to compile and publish the Reference Index, and may discontinue compilation or publication of the Reference Index at any time in its sole discretion. The calculation agent for the Reference Index is the Index Sponsor.

Overview The objective of the Morningstar? Ultimate Stock?Pickers Target Volatility 7 IndexSM is to provide variable

exposure to the Morningstar? Ultimate Stock-Pickers IndexSM (the "Base Index"). The Reference Index is intended to represent a performance benchmark that (i) invests in the Base Index; (ii) algorithmically adjusts the leverage of its investment so as to decrease exposure in times of high volatility and increase exposure in times of low volatility in order to seek to maintain a constant target volatility of 7%; and (iii) is made with borrowed money funded at a synthetically rolling 3-month LIBOR.

The objective of the Base Index is to invest in up to 60 publicly listed equities (each, an "Index Component") which are among the most widely held and most purchased stocks of the 26 select investment managers followed by Morningstar. By using Morningstar's database of mutual fund portfolio holdings as well as incorporating Morningstar's equity research, the Base Index is designed to invest in those stocks that are the most widely held, recently purchased and least sold by those particular managers. The Base Index is comprised of three sub-portfolios each containing 20 securities. As described in more detail below, each sub-portfolio is reconstituted quarterly, on a staggered schedule, such that one-third of the total index membership is reset each month. The calculation agent for the Base Index is Structured Solutions AG, an independent index calculation service. Structured Solutions AG is not an affiliate of Morningstar or BNP Paribas. Further information regarding Structured Solutions AG can be obtained at .

Determination of the Morningstar U.S. Market Index

The Base Index is a subset of the Morningstar U.S. Market Index, a broad market index, the components of which are selected based on liquidity and market capitalization. The Morningstar U.S. Market Index is constructed by selecting the stocks that comprise 97% of market capitalization of a broad investable universe. To determine which securities qualify for the investable universe, a security must (i) trade on the NYSE, AMEX or NASDAQ, (ii) be issued by a U.S. company or a company whose primary stock market activities are carried out in the U.S., (iii) have no more than 10 non-trading days in the prior quarter and (iv) not be an American Depository Receipt, fixeddividend share, convertible note or warrant, tracking stock or limited partnership or holding company.

To be included in the Morningstar U.S. Market Index, the security's liquidity must be among the top 75% of those in the investable universe. A security's liquidity score is the average of its ranks on each of the following measures: (i) the average monthly trading volume in USD during the six calendar months immediately prior to reconstitution or, in the case of corporate entities younger than six months, since the security was first issued and (ii) the lowest 2 months' total trading volume during the six calendar months immediately prior to reconstitution (the months need not be sequential).

S-8 | Bank of the West Market-Linked CDs

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